Companies Act 2014 section 1087M

Restrictions on transfer of applicable securities

Section 1087M clarifies that directors retain the power to refuse to register transfers of dematerialised (applicable) securities, but removes the usual requirement to produce a share certificate with the transfer documentation.

• Directors may still decline to register a transfer of applicable securities, just as they can with ordinary share transfers under Section 95(2)(b).
• The key modification is that the transferor does not need to produce a share certificate alongside the instrument of transfer.
• This reflects the dematerialised nature of applicable securities, which exist in electronic form rather than as paper certificates.
• All other aspects of the directors' power to refuse registration of a transfer remain unchanged.